Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

**Charity registration number 1128255** 

**Company registration number 05976914 (England and Wales)** 

## **CANOPI FOUNDATION 1** 

**ANNUAL REPORT AND FINANCIAL STATEMENTS** 

**FOR THE YEAR ENDED 31 MARCH 2024** 



Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **LEGAL AND ADMINISTRATIVE INFORMATION** 

**Trustees** Miles Donohoe (Chair) Matthew Sampson Russell Thompson Stuart Dawson Jyotsna Chandrani (Appointed 22 November 2023) **Charity number** 1128255 **Company number** 05976914 **Registered office** Canopi 82 Tanner Street London SE1 3GN **Auditor** BK Plus Audit Limited Oakingham House Frederick Place High Wycombe Buckinghamshire HP11 1JU 



Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **CONTENTS** 

||**Page**|
|---|---|
|Trustees' report|1 - 6|
|Statement of Trustees' responsibilities|7|
|Independent Auditor's report|8 - 10|
|Statement of financial activities|11|
|Balance sheet|12|
|Statement of cash flows|13|
|Notes to the financial statements|14 - 21|





Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

The Trustees present their annual report and financial statements for the year ended 31 March 2024. 

The Trustees (who are also directors of the Charitable Company for the purposes of the Companies Act) present their annual report together with the audited financial statements for the year to 31 March 2024. The Trustees confirm that the Annual Report and financial statements of the Charitable Company comply with the current statutory requirements, the requirements of the Charitable Company's governing document and the provisions of the Statement of Recommended Practice (SORP), applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019). Since the Chartiable Company qualifies as small under section 383, the Strategic Report required of medium and large companies under The Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013 is not required. 

## **FINANCIAL REVIEW** 

Canopi Foundation 1 recorded net expenditure of £54,353, including a write-off of an inter-company loan receivable balance of £312,635. This is a decrease from the net expenditure in the prior year (2023: £235,197). There is an unrestricted deficit at the year-end of £1,170,191 (2023: £1,115,838). 

## **RESERVES POLICY** 

The Trustees approved a Reserves Policy in 2012 and agreed to aim to maintain consolidated free reserves of £500,000 in cash or assets that are easily converted into cash. At 31 March 2024, the Group’s cash or assets that are easily converted into cash were £11,382,923 (2023: £11,648,540). 

Group reserves necessarily fell during the pandemic as Canopi Foundation worked to deal with the challenges brought on by the pandemic’s financial pressures. Reserves rose in 2023 due to the sale of Old Street building. However, there was a decrease in 2024 due to the purchase of Tanner Street. 

## **RISK MANAGEMENT** 

The Trustees have assessed the major risks to which the Charitable Company is exposed, in particular those related to the operations and finances of the Charitable Company and are satisfied that systems and procedures are in place to mitigate the exposure to the major risks. 

## **GOING CONCERN** 

After making appropriate enquiries, the Trustees have a reasonable expectation that the Charitable Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. 

## **CONSTITUTION** 

Canopi Foundation 1 trades as Canopi and is a wholly owned subsidiary of Canopi Foundation. 

Canopi Foundation is a Charitable Company limited by guarantee and is a Registered Charity. It is governed by its Memorandum and Articles of Association last amended on 3 August 2022. 

Canopi Foundation has sole membership of Canopi Foundation 1. 

The charitable objectives of Canopi Foundation 1 are: 

- _To promote and improve the efficiency and effectiveness of charities and voluntary groups, community groups and not-for-profit organisations by the provision and management for such organisations of office accommodation, conferences, training and other facilities, services and support_ 

- _To improve the efficiency of the administration of charities in direct pursuit of their objectives by the provision of training and information, particularly in the field of information technology; and_ 

- _Such other exclusively charitable purposes as the Trustees shall from time to time determine._ 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **METHOD OF APPOINTMENT OR ELECTION OF TRUSTEES** 

The management of the Charitable Company is the responsibility of the Trustees who are elected and co-opted under the terms of the Articles of Association. 

The Articles of Association stipulate that there must be a minimum of three Trustees and not more than seven Trustees. All Trustees must be members of the Charitable Company, additional Trustees may be appointed by the existing Trustees at any time, either to fill a casual vacancy or as an addition to the existing Trustees. Any Trustee so appointed will hold office only until the next Annual General Meeting and will then be eligible for reelection. One third of the Trustees are to retire by rotation at each Annual General Meeting. 

No Trustees had a beneficial interest in contracts with the Charitable Company during the year. 

The Trustees, who are also the directors for the purpose of company law, and who served during the year and up to the date of signature of the financial statements were: 

- Stuart Dawson 

- Miles Donohoe 

- Jenny Edwards                  (resigned 14 February 2024) 

- Matthew Sampson 

- Russell Thompson 

- Jyotsna Chandrani            (appointed 22 November 2023) 

## **INDUCTION AND TRAINING OF NEW TRUSTEES** 

The Charitable Company strives to ensure equal opportunities and diversity in both the employment of staff and Trustee appointments. Selection criteria and procedures are regularly reviewed to ensure that individuals are selected, promoted and treated on the basis of their relevant merits and abilities. 

Trustees are given a comprehensive induction when they join the Charitable Company. Recruitment involves 

interviews with the Chair and existing Trustees. 

Additionally, individual Trustees may undertake external training in a particular area of their role on the governing 

body. 

## **ORGANISATIONAL STRUCTURE AND DECISION MAKING** 

The Board of Trustees controls and manages the affairs of the charity. Leadership and operational management of Canopi are devolved to the Senior Management Team. 

The Senior Management Team through this period, and at the time of writing this report, are: 

- Clive Dove-Dixon - Chief Executive (Canopi Foundation - Group) 

- Kirstin Ross-Reed - Director of Operations and Sales (Canopi) (death in service September 2023) 

- Chris Hazell - Director of Operations and Sales (Canopi) (appointed 17[th] Jan 2024) 

- Maria Maros – Financial Controller (Canopi Foundation - Group) (appointed 24[th] July 2023) 

The Board of Trustees hold the Senior Management Team to account on key performance indicators as agreed between both parties, as well as monitoring the strategic direction. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **OBJECTIVES AND ACTIVITIES** 

In setting objectives and planning for activities, the Trustees have given due consideration to general guidance published by the Charity Commission relating to public benefit and in particular to its supplementary public benefit guidance when reviewing our aims and objectives and in planning our future activities. 

Canopi aims to provide affordable and flexible workspace for UK and International Charities and other Social Sector organisations. We support this activity by providing services and events for a like-minded community of people who all want to do good work and who benefit from working in this collaborative environment. 

## **ACHIEVEMENTS AND PERFORMANCE** 

Canopi’s objectives at the end of the last year were: 

- **Maintain financial sustainability:** continue to ensure that the Group is run and managed to be sustainable in the short- to medium-term 

- **Increase occupancy:** this will continue to be a key priority, with the continued pressure on finances in the Social Sector it will be a constant focus to build occupancy 

- **Review options for a new building:** once Waterbridge House has gained planning permission we will review our options 

## **Property - Waterbridge House** 

- Planning permission was gained for Waterbridge House but the increased construction costs to implement the planning permission made this option unviable. An updated options appraisal was undertaken and the Board approved the sale for Waterbridge House and agreed instead to search for a new building, The intention being to find one requiring significantly less development/ construction work, and at a significantly lower cost 

- Waterbridge House was put on the market and a search was undertaken for an alternative property 

- After an extensive search, during which numerous properties were considered, our retained property consultants (Union Street Partners) found a suitable commercial property at Arc House, 82 Tanner Street, Southwark and we subsequently purchased the virtual freehold 

- The commercial unit at Arc House is 8 ½ years old, with office space for 300 staff from approximately 35 charities and social sector organisations., The property also has an event space which will allow events up to 100 delegates, with a 100-seat auditorium, flexible meeting rooms, a plenary area and catering facilities 

## **Property - Borough** 

- We hand back our leased Borough building at the beginning of December 2024 

## **Property - portfolio** 

Handing back the Borough building completes the final step in our reorganization of our property portfolio. We have reduced costs significantly with two wholly-owned properties remaining, Arc House, Tanner Street, and the nearby property at Jamaica Road, Bermondsey 

The state-of-the-art facilities in Tanner Street will now enable us to deliver our new business model through which we will significantly increase our impact on the Sector. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **Finances** 

Finances continued to be challenging as demand for offices in the Charity and wider Social Sector struggled to return to pre-pandemic occupancy levels: 

- Costs have continued to be kept low 

- The focus has been on maximizing proceeds from the sale of Waterbridge House, and planning the new building to ensure it is attractive enough to achieve a high occupancy rate and also be efficient to manage, keeping operating costs as low as possible 

- The proceeds from the sale of our Old Street property were used to purchase the new premises and finance the refurbishment 

- The proceeds from the sale of Waterbridge House will be retained for a potential future development, once Tanner Street is up and running 

## **Operations** 

The demand for serviced office space from the Social Sector continued to be challenging, with a definite move from large space commitments, to fewer desk commitments and a demand for hot-desking and meeting space. We continued to refine our business model to ensure we were providing what our customers required. It proved to be difficult to achieve the necessary occupancy levels as the customers continued to downsize and reduce their commitments to space. 

Planning for the move to our new building took up a significant amount of resource. This is seen as a real opportunity to ensure we offer state-of-the-art facilities and, especially through the event space, deliver on our objectives and increase our impact. 

## **Governance** 

With the assistance of Solicitors (Shakespeare Martineau) we reviewed all of our objectives and articles, to ensure they are up to date, using modern templates, and that they better represent our current activities. We are waiting for approval of these updated articles. 

## **PLANS FOR FUTURE DEVELOPMENTS** 

Canopi’s objectives for the coming year are as follows: 

## **Main focus- make our new building in Tanner Street work:** 

- We will be in a purpose-designed space, set up to offer state-of-the-art facilities to the Social Sector. There will be a well-designed office area, with phone booths and meeting booths, plus a self-service café designed to help our customers meet and get to know each other. There will also be a wide range of meeting rooms and a 100-person conference and events space. It is through the latter particularly that we intend to reach out to the Sector and deliver on our added value services 

- Our focus over the recent past has been on designing buildings, selling real estate, nursing along the worn-out Borough building, changing our offering post COVID. The new space represents a real change for us and so we need to focus on learning how to make it work and deliver our new business model 

## **Eco-system** 

- Develop the model for this eco-system and start to deliver on key elements 

- Build on the network of people who will use the events space, alongside the building-based community to create an eco-system of Social Sector customers 

## **Governance review** 

- We plan to carry out a governance review, partly to follow up on the previous review, but also to recognise that the Foundation is in a different shape now that all the development plans have been carried out 

## **Finance** 

- Now that we have completed our property development plan our focus has to be on achieving operational break-even 

- 4 - 



Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **PUBLIC BENEFIT** 

The Trustees have referred to the guidance contained in the Charity Commission's general guidance on public benefit when reviewing the aim and objectives and in planning the charity's future activities. The aims of the Charitable Company for the public benefit are detailed in the 'Objectives and Activities' section of this report and the main activities undertaken in order to carry out the Charitable Company's aims for the public benefit are outlined under 'Achievements and Performance' above. 

## **EMPLOYEE INVOLVEMENT AND EMPLOYMENT OF THE DISABLED** 

Employees have been consulted on issues of concern to them by means of regular consultative committee and staff meetings and have been kept informed on specific matters directly by management. The Charitable Company carry out exit interviews for all staff leaving the organisation and has adopted a procedure of upward feedback for senior management and the Trustees. 

The Charitable Company has implemented a number of detailed policies in relation to all aspects of personnel matters including: 

- Equal Opportunities Policy 

- Volunteers' Policy 

- Health & Safety Policy 

In accordance with the Charitable Company's Equal Opportunities Policy, the Charitable Company has long established fair employment practices in the recruitment, selection, retention and training of disabled staff. 

Full details of these policies are available from the Charitable Company's offices. 

## **THANK YOU** 

Many thanks to our customers, partners and staff who have supported us over the past year. 

**Kirstin Ross-Reed:** We would especially like to acknowledge the immense contribution that Kirstin RossReed gave to the Foundation since the beginning of 2006 until her death in 2023. Over 17 years of extremely loyal service. Kirstin has been a big part of the changes that the Foundation has gone through, and she was a key member of staff through the extremely challenging COVID period. Her unstinting hard work and good humour helped ensure we got to the very positive place we are now in. Kirstin is truly missed. 

## **DISCLOSURE OF INFORMATION TO AUDITORS** 

Each of the persons who are Trustees at the time when this Trustees' Report is approved has confirmed that: 

- So far as that Trustee is aware, there is no relevant audit information of which the Charitable Company's Auditors are unaware, and 

- That Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any relevant audit information and to establish that the Charitable Company's Auditors are aware of that information 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

**TRUSTEES' REPORT (INCLUDING DIRECTORS' REPORT) (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **Auditor** 

In accordance with the Charitable Company’s articles, a resolution proposing that BK Plus Audit Limited, successor firm to Haines Watts High Wycombe Limited, be reappointed as auditor of the Charitable Company will be put at a General Meeting. 

The Trustees' report was approved by the Board of Trustees. 

.............................. **Miles Donohoe (Chair)** 05/12/2024 

Dated: ......................... 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **STATEMENT OF TRUSTEES' RESPONSIBILITIES** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

The Trustees, who are also the directors of Canopi Foundation 1 for the purpose of company law,  are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 

Company Law requires the Trustees to prepare accounts for each financial year which give a true and fair view of the state of affairs of the charity and of the incoming resources and application of resources, including the income and expenditure, of the Charitable Company for that year. 

In preparing these accounts, the Trustees are required to: 

- Select suitable accounting policies and then apply them consistently; 

- Observe the methods and principles in the Charities SORP; 

- Make judgements and accounting estimates that are reasonable and prudent; and 

- State whether applicable UK accounting standards have been followed subject to any material departures disclosed and explained in the accounts; and 

- Prepare the accounts on the going concern basis unless it is inappropriate to presume that the charity will continue in operation. 

The Trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

## **Statement as to disclosure to our Auditors** 

In so far as the Trustees are aware at the time of approving our Trustees' annual report: 

- There is no relevant information, being information needed by the Auditor in connection with preparing their report, of which the Auditor is unaware, and 

- The Trustees, having made enquires of fellow directors and the Auditor that they ought to have individually taken, have each taken all steps that he/she is obliged to take as director in order to make themselves aware of any relevant audit information and to establish that the Auditor is aware of that information. 

Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charity and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that year. 

In preparing these financial statements, the Trustees are required to: 

- select suitable accounting policies and then apply them consistently; 

- observe the methods and principles in the Charities SORP; 

- make judgements and estimates that are reasonable and prudent; 

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and 

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in operation. 

The Trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

- 7 - 



Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF CANOPI FOUNDATION 1** 

## **Opinion** 

We have audited the financial statements of Canopi Foundation 1 (the ‘charity’) for the year ended 31 March 2024 which comprise the statement of financial activities, the balance sheet, the statement of cash flows and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 _The Financial Reporting Standard applicable in the UK and Republic of Ireland_ (United Kingdom Generally Accepted Accounting Practice). 

In our opinion, the financial statements: 

- Give a true and fair view of the state of the Charitable Company's affairs as at 31 March 2024 and of its incoming resources and application of resources, for the year then ended; 

- Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and 

- Have been prepared in accordance with the requirements of the Companies Act 2006. 

## **Basis for opinion** 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the _Auditor's responsibilities for the audit of the financial statements_ section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

## **Conclusions relating to going concern** 

In auditing the financial statements, we have concluded that the Trustees' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charity’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 

Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant sections of this report. 

## **Other information** 

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Trustees are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 

We have nothing to report in this regard. 

## **Matters on which we are required to report by exception** 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: 

- the information given in the financial statements is inconsistent in any material respect with the Trustees' report; or 

- sufficient accounting records have not been kept; or 

- the financial statements are not in agreement with the accounting records; or 

- we have not received all the information and explanations we require for our audit. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF CANOPI FOUNDATION 1** 

## **Responsibilities of Trustees** 

As explained more fully in the statement of Trustees' responsibilities, the Trustees, who are also the directors of the charity for the purpose of company law, are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Trustees are responsible for assessing the charity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the Charitable Company or to cease operations, or have no realistic alternative but to do so. 

## **Auditor's responsibilities for the audit of the financial statements** 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. 

## **Explanation as to the extent to which the audit was considered capable of detecting irregularities, including fraud** 

During the audit we identify and assess the risk of material misstatements of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud and error; and to respond appropriately to those risks. 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following: 

- We obtained an understanding of the legal and regulatory frameworks applicable to the charity and the sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006, the Charities Act 2011, UK GAAP, UK corporation tax laws and the Data Protection Act. 

- We obtained an understanding of how the charity is complying with those legal and regulatory frameworks and made enquiries to the management of known or suspected instances of fraud and non-compliance with laws and regulations. 

- We corroborated our enquiries through our review of board minutes, other relevant meeting minutes and review of correspondence with regulatory bodies and also obtained management representations regarding compliance with applicable laws and regulations. 

We assessed the susceptibility of the charity’s financial statements to material misstatement, including how fraud might occur.  Audit procedures performed by the audit team included: 

- Identifying and assessing the controls, management has in place to prevent and detect fraud, including the existence of supervisory controls; 

- Challenging assumptions and judgements made by management in its significant accounting estimates and judgements (in particular in relation to depreciation and the recognition of donation income); 

- Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and 

- Assessing the extent of compliance with the relevant laws and regulations. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF CANOPI FOUNDATION 1** 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions. There is always the unavoidable risk that material misstatements in the financial statements may not be detected despite the audit being properly performed in accordance with UK Auditing standards. 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https:// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. 

## **Use of our report** 

This report is made solely to the charitable company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 

## **Gary A Heywood (Senior Statutory Auditor) for and on behalf of BK Plus Audit Limited** 

......................... 06/12/2024 

## **Statutory Auditor** 

Oakingham House Frederick Place High Wycombe Buckinghamshire United Kingdom HP11 1JU 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **STATEMENT OF FINANCIAL ACTIVITIES INCLUDING INCOME AND EXPENDITURE ACCOUNT** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

|||**Unrestricted Unrestricted**|**Unrestricted Unrestricted**|
|---|---|---|---|
|||**funds**|**funds**|
|||**2024**|**2023**|
||**Notes**|**£**|**£**|
|**Income and endowments from:**||||
|Trading income|**3**|2,220,215|2,042,940|
|Investments|**4**|2,136|418|
|Other income|**5**|28,588|38,098|
|**Total income**||2,250,939|2,081,456|
|**Expenditure on:**||||
|Charitable activities|**6**|1,992,657|2,316,653|
|**Net income/(expenditure) for the year/**||||
|**Net incoming/(outgoing) resources**||258,282|(235,197)|
|**Other recognised gains and losses**||||
|Exceptional item|**10**|(312,635)|-|
|**Net movement in funds**||(54,353)|(235,197)|
|Fund balances at 1 April 2023||(1,115,838)|(880,641)|
|**Fund balances at 31 March 2024**||(1,170,191)|(1,115,838)|



The Statement of Financial Activities includes all gains and losses recognised in the year. All income and expenditure derive from continuing activities. 

The Statement of Financial Activities also complies with the requirements for an Income and Expenditure Account under the Companies Act 2006. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **BALANCE SHEET** 

## _**AS AT 31 MARCH 2024**_ 

||||**2024**|||**2023**||
|---|---|---|---|---|---|---|---|
||**Notes**|**£**||**£**|**£**||**£**|
|**Fixed assets**||||||||
|Tangible assets|**11**|||87,682|||161,706|
|**Current assets**||||||||
|Debtors|**12**|422,928|||662,106|||
|Cash at bank and in hand||142,703|||423,959|||
|||565,631|||1,086,065|||
|**Creditors: amounts falling due within**||||||||
|**one year**|**13**|(1,823,504)|||(2,363,609)|||
|Net current liabilities|||(1,257,873)|||(1,277,544)||
|**Total assets less current liabilities**|||(1,170,191)|||(1,115,838)||
|**Income funds**||||||||
|Unrestricted funds|||(1,170,191)|||(1,115,838)||
||||(1,170,191)|||(1,115,838)||



These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. 

The financial statements were approved by the Trustees on ......................... 04/12/2024 

.............................. Miles Donohoe (Chair) 

**Trustee** 

## **Company Registration No. 05976914** 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **STATEMENT OF CASH FLOWS** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

|**Note**<br>**Cash flows from operating activities**<br>Cash (absorbed by)/generated from<br>operations<br>**17**<br>**Investing activities**<br>Purchase of tangible fixed assets<br>Interest received<br>**Net cash used in investing activities**<br>**Net cash used in financing activities**<br>**Net (decrease)/increase in cash and cash**<br>**equivalents**<br>Cash and cash equivalents at beginning of year<br>**Cash and cash equivalents at end of year**|**2024**<br>**£**<br>**£**<br>(274,262)<br>(9,130)<br>2,136<br>(6,994)<br>-<br>(281,256)<br>423,959<br>142,703|**2023**<br>**£**<br>(22,621)<br>418|**£**<br>195,177<br>(22,203)<br>-<br>172,974<br>250,985<br>423,959|
|---|---|---|---|



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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **1 Accounting policies** 

## **Charity information** 

Canopi Foundation 1 is a private company limited by guarantee incorporated in England and Wales. The registered office is Canopi, 82 Tanner Street, London, SE1 3GN. 

The members of the company are the Trustees named on page 1. In the event of the company being wound up, the liability in respect of the guarantee is limited to £1 per member of the company. 

## **1.1 Accounting convention** 

The accounts have been prepared in accordance with the charity's Articles of Association,  the Companies Act 2006 and “Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)” (as amended for accounting periods commencing from 1 January 2016). The charity is a Public Benefit Entity as defined by FRS 102. 

The financial statements are prepared in sterling, which is the functional currency of the charity. Monetary amounts in these financial statements are rounded to the nearest £. 

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. 

## **1.2 Going concern** 

The financial statements have been prepared on a going concern basis. The Trustees have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the Trustees have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts. Integral to this assessment is the continuing support of the members for at least 12 months from the date of the financial statements being signed. The parent company, Canopi Foundation, confirmed that it will support the charity beyond December 2025. 

## **1.3 Charitable funds** 

Unrestricted funds are available for use at the discretion of the Trustees in furtherance of their charitable objectives. 

## **1.4 Incoming resources** 

Income is recognised when the charity is legally entitled to it after any performance conditions have been met, the amounts can be measured reliably, and it is probable that income will be received. 

Income tax recoverable in relation to donations received under Gift Aid or deeds of covenant is recognised at the time of the donation. 

Other income is recognised in the period in which it is receivable and to the extent the goods have been provided or on completion of the service. 

## **1.5 Resources expended** 

Liabilities are recognised as resources expended where there is a legal or constructive obligation committing the charity to the expenditure. All expenditure is accounted for on an accruals basis and includes, where applicable, value added tax where this is irrecoverable. 

Cost of generating funds are those included in seeking voluntary contributions and do not include the costs of disseminating information in support of the charitable activities. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **1 Accounting policies** 

**(Continued)** 

Governance costs are the costs associated with the governance arrangements of the charity that relate to the general running of the charity, as opposed to those costs associated with fundraising or charitable activity. Included within this category are costs associated with the strategic, as opposed to the day-to-day, management of the charity's activities. 

Support costs, which include central office functions such as general management, payroll administration, budgeting and accounting, information technology and financing are allocated across the categories of charitable expenditure, governance costs and costs of generating funds. These costs are apportioned on the basis of an estimate by the Board of the time spent. 

## **1.6 Tangible fixed assets** 

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. 

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: 

Leasehold improvements Over the period of the lease Plant and equipment 10% straight line Fixtures and fittings 20% straight line Computers 25% straight line 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of financial activities. 

## **1.7 Impairment of fixed assets** 

At each reporting end date, the charity reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 

## **1.8 Cash and cash equivalents** 

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. 

## **1.9 Financial instruments** 

The charity has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. 

Financial instruments are recognised in the charity's balance sheet when the charity becomes party to the contractual provisions of the instrument. 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. 

## _**Basic financial assets**_ 

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **1 Accounting policies** 

**(Continued)** 

## _**Basic financial liabilities**_ 

Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of operations from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. 

## _**Derecognition of financial liabilities**_ 

Financial liabilities are derecognised when the charity’s contractual obligations expire or are discharged or cancelled. 

## **1.10 Taxation** 

Canopi Foundation 1 is a registered charity and has no liability to corporation tax on their charitable activities. 

## **1.11 Employee benefits** 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. 

Termination benefits are recognised immediately as an expense when the charity is demonstrably committed to terminate the employment of an employee or to provide termination benefits. 

## **1.12 Leases** 

Rentals payable under operating leases, including any lease incentives received, are charged as an expense on a straight line basis over the term of the relevant lease. 

## **2 Critical accounting estimates and judgements** 

In the application of the charity’s accounting policies, the Trustees are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **3 Income from other trading activities** 

||**Unrestricted**|**Unrestricted**|
|---|---|---|
||**funds**|**funds**|
||**2024**|**2023**|
||**£**|**£**|
|Non-charitable trading activities|2,210,258|2,039,129|
|Other income|9,957|3,811|
|Other trading activities|2,220,215|2,042,940|



## **4 Investments** 

|||**Unrestricted **|**Unrestricted**|
|---|---|---|---|
|||**funds**|**funds**|
|||**2024**|**2023**|
|||**£**|**£**|
||Interest receivable|2,136|418|
|**5**|**Other income**|||
|||**Unrestricted **|**Unrestricted**|
|||**funds**|**funds**|
|||**2024**|**2023**|
|||**£**|**£**|
||Rental income|28,588|38,098|



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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **6 Charitable activities** 

|Staff costs<br>Other staff costs<br>Interest and charges<br>Printing, postage and stationery<br>Rent and rates<br>Premises expenses<br>Communication services<br>Depreciation of improvements<br>Depreciation of fixtures and fittings<br>Depreciation of IT equipment<br>Bad and doubtful debt<br>Sundry expenses<br>Share of governance costs (see note 7)<br>**Support costs**<br>**Support**<br>**costs**<br>**Governance**<br>**costs**<br>**£**<br>**£**<br>Audit fees<br>-<br>(1,500)<br>-<br>(1,500)<br>Charitable activities<br>-<br>(1,500)|**2024**<br>**£**<br>(1,500)<br>(1,500)<br>(1,500)|**2024**<br>**£**<br>185,514<br>5,941<br>626<br>101,576<br>1,376,580<br>183,072<br>55,553<br>77,324<br>-<br>5,830<br>1,529<br>612<br>1,994,157<br>(1,500)<br>1,992,657<br>**Support**<br>**costs**<br>**Governance**<br>**costs**<br>**£**<br>**£**<br>-<br>4,500<br>-<br>4,500<br>-<br>4,500|**2023**<br>**£**<br>184,089<br>3,613<br>623<br>113,814<br>1,367,437<br>315,741<br>71,762<br>126,363<br>10,702<br>6,684<br>110,726<br>599|
|---|---|---|---|
||||2,312,153<br>4,500|
||||2,316,653|
||||**2023**<br>**£**<br>4,500|
||||4,500|
||||4,500|



## **7 Support costs** 

## **8 Trustees** 

None of the Trustees (or any persons connected with them) received any remuneration or benefits from the charitable company during the year. 

## **9 Taxation** 

The charitable company is exempt from taxation on its activities because all its income is applied for charitable purposes. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **10 Exceptional item** 

||**Unrestricted**|**Unrestricted**|
|---|---|---|
||**funds**|**funds**|
||**2024**|**2023**|
||**£**|**£**|
|Exceptional item|312,635|-|



The exceptional item above is a write back of intercompany loans with Canopi Foundation 2, a fellow group member. 

## **11 Tangible fixed assets** 

|**Leasehold**<br>**improvements**<br>**£**<br>**Cost**<br>At 1 April 2023<br>806,069<br>Additions<br>2,113<br>At 31 March 2024<br>808,182<br>**Depreciation and impairment**<br>At 1 April 2023<br>652,583<br>Depreciation charged in the year<br>77,324<br>At 31 March 2024<br>729,907<br>**Carrying amount**<br>At 31 March 2024<br>78,275<br>At 31 March 2023<br>153,486<br>**Debtors**<br>**Amounts falling due within one year:**<br>Trade debtors<br>Amounts owed by fellow group undertakings<br>Other debtors<br>Prepayments and accrued income|**Plant and**<br>**equipment**<br>**Fixtures and**<br>**fittings**<br>**£**<br>**£**<br>149,264<br>495,669<br>-<br>-<br>149,264<br>495,669<br>149,264<br>495,669<br>-<br>-<br>149,264<br>495,669<br>-<br>-<br>-<br>-|**Computers**<br>**£**<br>245,844<br>7,017<br>252,861<br>237,624<br>5,830<br>243,454<br>9,407<br>8,220<br>**2024**<br>**£**<br>69,071<br>127,918<br>23,059<br>202,880<br>422,928|**Total**<br>**£**<br>1,696,846<br>9,130|
|---|---|---|---|
||||1,705,976|
||||1,535,140<br>83,154|
||||1,618,294|
||||87,682|
||||161,706|
||||**2023**<br>**£**<br>129,084<br>338,485<br>18,012<br>176,525|
||||662,106|



## **12 Debtors** 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

## **13 Creditors: amounts falling due within one year** 

|**Creditors: amounts falling due within one year**|||
|---|---|---|
|Other taxation and social security<br>Trade creditors<br>Amounts owed to fellow group undertakings<br>Other creditors<br>Accruals and deferred income|**2024**<br>**£**<br>-<br>191,014<br>10,923<br>772,933<br>848,634<br>1,823,504|**2023**<br>**£**<br>58,759<br>209,124<br>178,973<br>826,135<br>1,090,618|
|||2,363,609|



## **14 Operating lease commitments** 

At the reporting end date the charity had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: 

|Within one year<br>Between two and five years|**2024**<br>**£**<br>466,812<br>-<br>466,812|**2023**<br>**£**<br>1,072,785<br>466,812|
|---|---|---|
|||1,539,597|



## **15 Related party transactions** 

The charitable company has taken advantage of the exemptions in FRS 102 "Related Party Disclosures" from the requirements to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company. 

## **16 Control** 

Throughout the period, Canopi Foundation 1 was ultimately controlled by the parent undertaking, Canopi Foundation, a Charitable Company incorporated in England and Wales. 

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Docusign Envelope ID: 7F76FD2C-679D-458D-AD24-601A0EEA324C 

## **CANOPI FOUNDATION 1** 

## **NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)** _**FOR THE YEAR ENDED 31 MARCH 2024**_ 

|**17**|**Cash generated from operations**|**2024**|**2023**|
|---|---|---|---|
|||**£**|**£**|
||Deficit for the year|258,282|(235,197)|
||Adjustments for:|||
||Investment income recognised in statement of financial activities|(2,136)|(418)|
||Exceptional item|(312,635)|-|
||Depreciation and impairment of tangible fixed assets|83,154|143,749|
||Movements in working capital:|||
||Decrease in debtors|239,178|310,196|
||(Decrease) in creditors|(540,105)|(23,153)|
||**Cash (absorbed by)/generated from operations**|(274,262)|195,177|



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